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19MAkuk <br />EWFM.,OM .Cr SERVKH <br />Party. Prior written consent of LCRA shall not be required in order for San Marcos to <br />provide Confidential Information to a potential Transferee of San Marcos that has <br />executed an agreement requiring such third party to protect the Confidential Information <br />and to keep it confidential; provided, however, that San Marcos will provide LCRA with <br />notice of such disclosure within a reasonable time after release. Confidential <br />Information shall not include information which (a) the receiving Party can demonstrate <br />was known to it prior to its disclosure by the disclosing Party; (b) is, or later becomes, <br />public knowledge without breach of this Agreement by the receiving Party; (c) was <br />received by such Party from a third party without obligation of confidentiality; or (d) is <br />developed by the receiving Party independently from Confidential Information received <br />from the disclosing Party, as evidenced by appropriate documentation. In the event that <br />disclosure is required by court order or a Governmental Authority, or a request is made <br />for such information under the Texas Public Information Act, the Party subject to such <br />requirement or request shall promptly notify the other Party and will cooperate with the <br />disclosing Party in any attempts to protect or limit disclosure of the Confidential <br />Information. Both Parties agree to endeavor to achieve maximum transparency of <br />information concerning this Agreement to the public. <br />(1) Waiver. Any waiver by a Party of its rights hereunder shall not be considered a waiver <br />with respect to any subsequent default or matter, nor shall any usage of trade, course of <br />dealing, practice or performance, or failure to strictly enforce any terms, right, obligation <br />or provision of this Agreement by any Party be construed as a continuing waiver of any <br />provisions hereunder, unless such waiver is expressed in writing and signed by the <br />Parties. <br />(m) Certification of Authority. Each Party certifies that it has been authorized by its <br />governing body to execute this Agreement. Each person executing this Agreement has <br />been properly authorized to bind the Party to this Agreement. <br />(n) Survival. Termination or expiration of this Agreement shall not relieve, reduce, or <br />impair any rights or obligations of a Party which expressly or by implication survive <br />termination or expiration of this Agreement. <br />Lower Colorado River Authority: <br />�G Fl y <br />�ft;Py <br />Participation Agreement between <br />Lower Colorado River Authority <br />and City of San Marcos <br />City of San Marcos: <br />m <br />Page 20 of 26 <br />